CCOMSATS University Islamabad, Lahore Campus

TERMINAL Exam
Course Title: Corporate Law Course Code: LAW 300 Credit Hours: 3(3,0)
Course Zafar Malik Programme Name: BAF & BBA
Instructor/s: 5th & SP19-BAF & A Regular &
Semester: Batch: Section: Date: 7th July 2021
6th FA18-BBA B
Time Allowed: 3 Hours (09.00 a.m. to 12.00 noon) Maximum Marks: 50
Student’s Name: Bazil bilal Reg. No. Fa18-bba-157
Important Instructions / Guidelines: Answer all question all questions carry equal marks

Q1. Mr. Ahmad approached you to get his company registered with SECP under the name and style of
M/S SAMSUNG PRIVATE LIMITED.
You are required to give him (Mr. Ahmad) a comprehensive reply stating what type of names are
prohibited by law to be registered with SECP.
And what course of action SECP will adopt if a name is registered with SECP in contravention of
relevant sections of company act 2017.
ANSWER
Prohibition of certain names
(1) No company shall be registered by a name
which contains such word or expression, as may be notified by the Commission or in the opinion
of the registrar iS
(a) identical with or resemble or similar to the name of a company; or
(b) inappropriate; or
(c) undesirable; or
(d) deceptive; or
(e) designed to exploit or offend religious susceptibilities of the people; or
(f) any other ground as may be specified.
(2) Except with prior approval in writing of the Commission, no company shall be
registered by a name which contains any word suggesting or calculated to suggest—
(a) the patronage of any past or present Pakistani or foreign head of state;
(b) any connection with the Federal Government or a Provincial Government or any
department or authority or statutory body of any such Government;
(c) any connection with any corporation set up by or under any Federal or
Provincial law;
(d) the patronage of, or any connection with, any foreign Government or any
international organisation;
(e) establishing a modaraba management company or to float a modaraba; or
(f) any other business requiring licence from the Commission.
(3) Whenever a question arises as to whether or not the name of a company is in violation
of the foregoing provisions of this section, decision of the Commission shall be final.
(4) A person may make an application, in such form and manner and accompanied by
such fee as may be specified, to the registrar for reservation of a name set out in the application
for a period not exceeding sixty days.

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(5) Where it is found that a name was reserved under sub-section (4), by furnishing false
or incorrect information, such reservation shall be cancelled and in case the company has been
incorporated, it shall be directed to change its name. The person making application under subsection
(4) shall be liable to a penalty not exceeding level 1 on the standard scale.
(6) If the name applied for under sub-section (4) is refused by the registrar, the aggrieved
person may within thirty days of the order of refusal prefer an appeal to the Commission.
(7) An order of the Commission under sub-section (6) shall be final and shall not be
called in question before any court or other authority.
Rectification of name of a company
(1) A company which, through inadvertence
or otherwise, is registered by a name in contravention of the provisions of section 10 or the name
was obtained by furnishing false or incorrect information-
(a) may, with approval of the registrar, change its name; and
(b) shall, if the registrar so directs, within twenty-one days of receipt of such
direction, change its name with approval of the registrar:
Provided that the registrar shall, before issuing a direction for change of the name, afford
the company an opportunity to make representation against the proposed direction.
(2) If the company fails to report compliance with the direction issued under sub-section
(1) within the specified period, the registrar may enter on the register a new name for the
company selected by him, being a name under which the company may be registered under this
Act and issue a certificate of incorporation on change of name for the purpose of section 13.
(3) If a company makes default in complying with the direction issued by the registrar
under sub-section (1) or continue using previous name after the name has been changed by the
registrar under sub-section (2), shall be liable to a penalty of level 1 on the standard scale.

Q2. Discuss in detail the types of meetings, the agenda for each type of meeting, notice period
required, quorum for the meetings and the penalty for violation.
ANSWER
Statutory meeting of company
(1) Every public company having a share capital
shall, within a period of six months from the date at which the company is entitled to commence
business or within nine months from the date of its incorporation whichever is earlier, hold a
general meeting of the members of the company, to be called the statutory meeting‖:
Provided that in case first annual general meeting of a company is decided to be held
earlier, no statutory meeting shall be required.
(2) The notice of a statutory meeting shall be sent to the members at least twenty-one
days before the date fixed for the meeting along with a copy of statutory report.
(3) The statutory report shall state
(a) the total number of shares allotted, distinguishing shares allotted other than in
cash, and stating the consideration for which they have been allotted;
(b) the total amount of cash received by the company in respect of all the shares
allotted;
(c) an abstract of the receipts of the company and of the payments made there out
up to a date within fifteen days of the date of the report, exhibiting under
distinctive headings the receipts of the company from shares and debentures
and other sources, the payments made there out, and particulars concerning
the balance remaining in hand, and an account or estimate of the preliminary
expenses of the company showing separately any commission or discount paid

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or to be paid on the issue or sale of shares or debentures;
(d) the names, addresses and occupations of the directors, chief executive,
secretary, auditors and legal advisers of the company and the changes, if any,
which have occurred since the date of the incorporation;
(e) the particulars of any contract the modification of which is to be submitted to
the meeting for its approval, together with the particulars of the modification
or proposed modification;
(f) the extent to which underwriting contracts, if any, have been carried out and
the extent to which such contracts have not been carried out, together with the
reasons for their not having been carried out; and
(g) the particulars of any commission or brokerage paid or to be paid in
connection with the issue or sale of shares to any director, chief executive,
secretary or officer or to a private company of which he is a director;
and certified by the chief executive and at least one director of the company, and in case of a
listed company also by the chief financial officer.
(4) The statutory report shall also contain a brief account of the state of the company's
affairs since its incorporation and the business plan, including any change or proposed change
affecting the interest of shareholders and business prospects of the company.
(5) The statutory report shall, so far as it relates to the shares allotted by the company, the
cash received in respect of such shares and to the receipts and payments of the company, be
accompanied by a report of the auditors of the company as to the correctness of such allotment,
receipt of cash, receipts and payments.
(6) The directors shall cause a copy of the statutory report, along with report of the
auditors as aforesaid, to be delivered to the registrar for registration forthwith after sending the
report to the members of the company.
(7) The directors shall cause a list showing the names, occupations, nationality and
addresses of the members of the company, and the number of shares held by them respectively,
to be produced at the commencement of the meeting and to remain open and accessible to any
member of the company during the continuance of the meeting.
(8) The members of the company present at the meeting shall be at liberty to discuss any
matter relating to the formation of the company or arising out of the statutory report, whether
previous notice has been given or not, but no resolution of which notice has not been given in
accordance with the articles may be passed.
(9) The meeting may adjourn from time to time, and at any adjourned meeting any
resolution of which notice has been given in accordance with the articles, either before or after
the original meeting, may be passed, and an adjourned meeting shall have the same powers as an
original meeting.
(10) The provisions of this section shall not apply to a public company which converts
itself from a private company after one year of incorporation.
(11) Any contravention or default in complying with requirement of this section shall be
an offence liable-
(a) in case of a listed company, to a penalty of level 2 on the standard scale; and
(b) in case of any other company, to a penalty of level 1 on the standard scale.
Annual general meeting.
(1) Every company, shall hold, an annual general
meeting within sixteen months from the date of its incorporation and thereafter once in every
calendar year within a period of four months following the close of its financial year:
Provided that, in the case of a listed company, the Commission, and, in any other case,

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the registrar, may for any special reason extend the time within which any annual general
meeting, shall be held by a period not exceeding thirty days.
(2) An annual general meeting shall, in the case of a listed company, be held in the town
in which the registered office of the company is situate or in a nearest city:
Provided that at least seven days prior to the date of meeting, on the demand of members
residing in a city who hold at least ten percent of the total paid up capital or such other
percentage as may be specified, a listed company must provide the facility of video- link to such
members enabling them to participate in its annual general meeting.
(3) The notice of an annual general meeting shall be sent to the Commission, members
and every person who is entitled to receive notice of general meetings at least twenty-one days
before the date fixed for the meeting:
Provided that in the case of a listed company, such notice, in addition to its being
dispatched in the normal course, shall also be published in English and Urdu languages at least in
one issue each of a daily newspaper of respective language having nationwide circulation.
(4) Nothing in this section shall apply to a single member company.
(5) Any contravention or default in complying with requirement of this section shall be
an offence liable-
(a) in case of a listed company, to a penalty of level 2 on the standard scale; and
(b) in case of any other company, to a penalty of level 1 on the standard scale.
Calling of extraordinary general meeting
(1) All general meetings of a company,
other than the annual general meeting referred to in section 132 and the statutory meeting
mentioned in section 131, shall be called extraordinary general meetings.
(2) The board may at any time call an extraordinary general meeting of the company to
consider any matter which requires the approval of the company in a general meeting.
(3) The board shall, at the requisition made by the members-
(a) in case of a company having share capital, representing not less than one-tenth
of the total voting power as on the date of deposit of requisition; and
(b) in case of a company not having share capital, not less than one-tenth of the
total members;
forthwith proceed to call an extraordinary general meeting.
(4) The requisition shall state the objects of the meeting, be signed by the requisitionists
and deposited at the registered office of the company.
(5) If the board does not proceed within twenty-one days from the date of the requisition
being so deposited to cause a meeting to be called, the requisitionists, may themselves call the
meeting, but in either case any meeting so called shall be held within three months from the date
of the deposit of the requisition.
(6) Any meeting called under sub-section (5) by the requisitionists shall be called in the
same manner, as nearly as possible, as that in which meetings are to be called by board.
(7) Any reasonable expenses incurred by the requisitionists in calling a meeting under
sub-section (5) shall be reimbursed to the requisitionists by the company and the sums so paid
shall be deducted from any fee or other remuneration payable to such of the directors who were
in default in calling the meeting.
(8) Notice of an extraordinary general meeting shall be served to the members in the
manner provided for in section 55:
Provided that in case of a company other than listed, if all the members entitled to attend
and vote at any extraordinary general meeting so agree, a meeting may be held at a shorter
notice.

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(9) Any contravention or default in complying with requirement of this section shall be
an offence liable-
(a) in case of a listed company, to a penalty of level 2 on the standard scale; and
(b) in case of any other company, to a penalty of level 1 on the standard scale.
Quorum of general meeting.
(1) The quorum of a general meeting shall be-
(a) in the case of a public listed company, unless the articles provide for a larger number, not
less than ten members present personally, or through video-link who represent not less
than twenty-five percent of the total voting power, either of their own account or as
proxies;
(b) in the case of any other company having share capital, unless the articles provide for a
larger number, two members present personally, or through video-link who represent not
less than twenty-five percent of the total voting power, either of their own account or as
proxies;
(c) in the case of a company not having share capital, as provided in the articles:
Provided that, if within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if called upon the requisition of members, shall be dissolved; in any
other case, it shall stand adjourned to the same day in the next week at the same time and place,
and, if at the adjourned meeting a quorum is not present within half an hour from the time
appointed for the meeting, the members present personally or through video-link being not less
than two shall be a quorum, unless the articles provide otherwise.
(2) Any contravention or default in complying with requirement of this section shall be
an offence liable-
(a) in case of a listed company, to a penalty of level 2 on the standard scale; and
(b) in case of any other company, to a penalty of level 1 on the standard scale.
Power of the Court to declare the proceedings of a general meeting invalid
The Court may, on a petition, by members having not less than ten percent of the voting power in
the company, that the proceedings of a general meeting be declared invalid by reason of a
material defect or omission in the notice or irregularity in the proceedings of the meeting, which
prevented members from using effectively their rights, declare such proceedings or part thereof
invalid and direct holding of a fresh general meeting:
Provided that the petition shall be made within thirty days of the impugned meeting.

Q3. Who are contributories? Elaborate the liabilities of past and present contributories.
ANSWER
Definition of contributory
The term contributory means a person liable to
contribute towards the assets of the company in the event of its being wound up.
Explanation.—For the purposes of this section, it is hereby clarified that a person
holding fully paid-up shares in a company shall be considered as a contributory but shall have no
liabilities of a contributory under this Act whilst retaining rights of such a contributory.
Liability as contributories of present and past members.
(1) In the event of a
company being wound up, every present and past member shall, subject to the provisions of
section 295, be liable to contribute to the assets of the company to an amount sufficient for
payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for
the adjustment of the rights of the contributories among themselves, with the following

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qualifications, that is to say
(a) a past member shall not be liable to contribute if he has ceased to be member for one year
or upwards before the commencement of the winding up;
(b) a past member shall not be liable to contribute in respect of any debt or liability of the
company contracted after he ceased to be a member;
(c) a past member shall not be liable to contribute unless it appears to the Court that the
present members are unable to satisfy the contributions required to be made by them in
pursuance of this Act;
(d) in the case of a company limited by shares, no contribution shall be required from any
past or present member exceeding the amount, if any, unpaid on the shares in respect of
which he is liable as such member;
(e) in the case of a company limited by guarantee, no contribution shall, subject to the
provisions of sub-section (2), be required from any past or present member exceeding the
amount undertaken to be contributed by him to the assets of the company in the event of
its being wound up;
(f) nothing in this Act shall invalidate any provision contained in any policy of insurance or
other contract whereby the liability of individual members on the policy or contract is
restricted, or whereby the funds of the company are alone made liable in respect of the
policy or contract; and
(g) a sum due to any past or present member of a company in his character as such, by way
of dividends, profits or otherwise, shall not be deemed to be a debt of the company
payable to that member in a case of competition between himself and any other creditor
not being a member of the company, but any such sum may be taken into account for the
purpose of the final adjustments of the rights of the contributories among themselves.
(2) In the winding up of a company limited by guarantee which has a share capital, every
member of the company shall be liable, in addition to the amount undertaken to be contributed
by him to the assets of the company in the event of its being wound up, to contribute to the
extent of any sum unpaid on any shares held by him, as if the company were a company limited
by shares.

Q4. What are the circumstances under which a company be wound up by the competent court.
ANSWER
Circumstances in which a company may be wound up by Court.
A company may be wound up by the Court-
(a) if the company has, by special resolution, resolved that the company be wound up by the Court; or
(b) if default is made in delivering the statutory report to the registrar or in holding the statutory
meeting; or
(c) if default is made in holding any two consecutive annual general meetings; or
(d) if the company has made a default in filing with the registrar its financial statements or annual
returns for immediately preceding two consecutive financial years; or
(e) if the company has violated any law, rules or regulations for the time being in force; or
(f) if the number of members is reduced, in the case of public company, below three and in the case of a
private company below two; or
(g) if the company is unable to pay its debts; or
(h) if the company is—
(i) conceived or brought forth for, or is or has been carrying on, unlawful or fraudulent activities; or
(ii) carrying on business prohibited by any law for the time being in force in Pakistan; or restricted by any
law, rules or regulations for the time being in force in Pakistan; or

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(iii) conducting its business in a manner oppressive to the minority members or persons concerned with
the formation or promotion of the company; or
(iv) run and managed by persons who fail to maintain proper and true accounts, or commit fraud,
misfeasance or malfeasance in relation to the company; or
(v) managed by persons who refuse to act according to the requirements of the memorandum or
articles or the provisions of this Act or failed to carry out the directions or decisions of the Commission
or the registrar given in the exercise of powers under this Act; or
(i) if, being a listed company, it ceases to be such company; or
(j) if the Court is of opinion that it is just and equitable that the company should be
wound up; or
(k) if a company ceases to have a member; or
(l) if the sole business of the company is the licenced activity and it ceases to operate consequent upon
revocation of a license granted by the Commission or any other licencing authority; or (m) if a license
granted under section 42 to a company has been revoked or such a company has failed to comply with
any of the provisions of section 43 or where a company licenced under section 42 is being wound up
voluntarily and its liquidator has failed to complete the winding up proceedings within a period of one
year from the date of commencement of its winding up; or (n) if the company does not commence its
business within a year from its incorporation, or suspends its business for a whole year.
Explanation I.-The promotion or the carrying on of any scheme or business, howsoever described-
(a) whereby, in return for a deposit or contribution, whether periodically or otherwise, of a sum of
money in cash or by means of coupons, certificates, tickets or other documents, payment, at future date
or dates of money or grant of property, right or benefit, directly or indirectly, and whether with or
without any other right or benefit, determined by chance or lottery or any other like manner, is assured
or promised; or
(b) raising unauthorised deposits from the general public, indulging in referral marketing, multi-level
marketing (MLM), Pyramid and Ponzi Schemes, locally or internationally, directly or indirectly; or
(c) any other business activity notified by the Commission to be against public policy or a moral hazard;
shall be deemed to be an unlawful activity.
Explanation II.-"Minority members" means members together holding not less than ten percent of the
equity share capital of the company.
302. Company when deemed unable to pay its debts. (1) A company shall be deemed to be unable to
pay its debts-
(a) if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding one
hundred thousand rupees, then due, has served on the company, by causing the same to be delivered
by registered post or otherwise, at its registered office, a demand under his hand requiring the company
to pay the sum so due and the company has for thirty days thereafter neglected to pay the sum, or to
secure or compound for it to the reasonable satisfaction of the creditor; or
(b) if execution or other process issued on a decree or order of any Court or any other competent
authority in favour of a creditor of the company is returned unsatisfied in whole or in part; or
(c) if it is proved to the satisfaction of the Court that the company is unable to pay its debts, and, in
determining whether a company is unable to pay its debts, the Court shall take into account the
contingent and prospective liabilities of the company.
(2) The demand referred to in clause (a) of sub-section (1) shall be deemed to have been duly given
under the hand of the creditor if it is signed by an agent or legal adviser duly authorised on his behalf.

Q5. On what grounds the commission is satisfied that there is a need of comprehensive investigations in
the affairs of a business.

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If after investigation commission is of opinion that the affairs of business are not conducted as per law,
what course of action they have, and what remedial measures court can order.
ANSWER
Investigation into affairs of company.
(1) Where the Commission is of the opinion, that it is necessary to investigate into the affairs of a
company- (a) on the application of the members holding not less than one tenth of the total
voting power in a company having share capital; (b) on the application of not less than one tenth
of the total members of a company not having share capital; 135 (c) on the receipt of a report
under sub-section (5) of section 221 or on the report by the registrar under sub-section (6) of
section 254; it may order an investigation into the affairs of the company and appoint one or
more persons as inspectors to investigate into the affairs of the company and to report thereon
in such manner as the Commission may direct: Provided that before making an order, the
Commission shall give the company an opportunity of being heard. (2) While appointing an
inspector under sub-section (1), the Commission may define the scope of the investigation, the
period to which it is to extend or any other matter connected or incidental to the investigation.
(3) An application by members of a company under clause (a) or (b) of sub-section (1) shall be
supported by such evidence as the Commission may require for the purpose of showing that the
applicants have good reason for requiring the investigation. (4) The Commission may, before
appointing an inspector, require the applicants to give such security for payment of the costs of
the investigation as the Commission may specify.
Investigation of company’s affairs in other cases.-
(1)Without prejudice to its power under section 256, the Commission— (a) shall appoint one or
more competent persons as inspectors to investigate the affairs of a company and to report thereon
in such manner as the Commission may direct, if— (i) the company, by a special resolution, or (ii) the
Court, by order, declares that the affairs of the company ought to be investigated; and (b) may
appoint one or more competent persons as inspectors to investigate the affairs of a company and to
report thereon in such manner as the Commission may direct if in its opinion there are
circumstances suggesting— (i) that the business of the company is being or has been conducted
with intent to defraud its creditors, members or any other person or for a fraudulent or unlawful
purpose, or in a manner oppressive of any of its members or that the company was formed for any
fraudulent or unlawful purpose; or (ii) that persons concerned in the formation of the company or
the management of its affairs have in connection therewith been guilty of fraud, misfeasance,
breach of trust or other misconduct towards the company or towards any of its members or have
been carrying on unauthorised business; or (iii) that the affairs of the company have been so
conducted or managed as to deprive the members thereof of a reasonable return; or (iv) that the
members of the company have not been given all the information with respect to its affairs which
they might reasonably expect; or 136 (v) that any shares of the company have been allotted for
inadequate consideration; or (vi) that the affairs or the company are not being managed in
accordance with sound business principles or prudent commercial practices; or (vii)that the financial
position of the company is such as to endanger its solvency: Provided that, before making an order
under clause (b), the Commission shall give the company an opportunity of being heard. (2) While
appointing an inspector under sub-section (1), the Commission may define the scope of the
investigation, whether as respects the matters or the period to which it is to extend or otherwise.
Serious Fraud Investigation.
(1) Notwithstanding anything contained in sections 256 and 257, the Commission may authorize
any one or more of its officers or appoint such number of professionals from amongst the persons of
ability, integrity and having experience in the fields of corporate affairs, accountancy, taxation,
forensic audit, capital market, banking, information technology, law or such other fields as may be

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notified, as an inspector or investigation officer to investigate such serious nature of offences
relating to a company as provided in Sixth Schedule. (2) The persons appointed as inspectors or
investigation officer under sub-section (1) shall have all powers of investigation officer under this
Act, the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997) and Code of
Criminal Procedure, 1898 (Act V of 1898), mutatis mutandis and shall report in such manner as the
Commission may direct. (3) Where no procedure is provided in this Act or Securities and Exchange
Commission of Pakistan Act, 1997 (XLII of 1997) the investigation officer shall comply with the
relevant provisions of Code of Criminal Procedure, 1898 (Act V of 1898). (4) Notwithstanding
anything contained in this Act or any other law, the Commission may, if it is satisfied that the matter
is of public importance or it is in the interest of public at large, request the concerned Minister-in-
Charge of the Federal Government to form a Joint Investigation Team to be headed by a senior level
officer of the Commission, not below the rank of additional director, and may include any person
mentioned in sub section (1) alongwith Gazetted officer of any Federal law enforcement agency,
bureau or authority for providing assistance in investigating the offence under this section and the
direction of the concerned Minister-in-Charge of the Federal Government under this section shall be
binding and any person who fails to comply with such directions, shall be guilty of an offence
punishable with simple imprisonment of one month or fine up to one hundred thousand rupees by
the Court: Provided that nothing in this section shall be in derogation to or affect any proceedings
under powers of the Commission to send reference under section 41B of the Securities and
Exchange Commission of Pakistan Act, 1997 (XLII of 1997). (5) Upon completion of investigation, the
Joint Investigation Team shall, through the Special Public Prosecutor, submit a report before the
Court as mentioned in section 483 of this Act: 137 Provided that notwithstanding anything
contained in the Qanun-e-Shahadat(Order), 1984 (P.O. No. X of 1984) or any other law, such report
shall be admissible as an evidence in the Court. (6) While trying any offence under this Act, the Court
may also try any other offence, in which an accused may be charged under any other law, at the
same trial if the offence is connected with such other offence. (7) Where, in the course of any trial
under this Act, it is found that the accused person has committed any other offence in addition to
any offences connected with the scheduled offences, the Court may convict an accused for such
other offence and pass any sentence under this Act or any other law: Provided that where such
offence is tried by any special court having jurisdiction, higher or equal to the Court of Session, joint
trial will be conducted by such special court of all the offences and convict an accused accordingly
under the process provided in the special law
Power of Commission to initiate action against management.
-(1) If from any report made under section 262, the Commission is of the opinion that- (a) the
business of the company is being or has been conducted with intent to defraud its creditors,
members or any other persons or for a fraudulent or unlawful purpose, or in a manner oppressive of
any of its members or that the company was formed for any fraudulent or unlawful purpose; or (b)
the person concerned in the formation of the company or the management of its affairs have in
connection therewith been guilty of fraud, misfeasance, breach of trust or other misconduct
towards the company or towards any of its member or have been carrying on unauthorized
business; or (c) the affairs of the company have been so conducted or managed as to deprive the
shareholders thereof of a reasonable return; or (d) that the members of the company have not been
given all the information with respect to its affairs which they might reasonably expect; or (e) any
shares of the company have been allotted for inadequate consideration; or (f) the affairs of the
company are not being managed in accordance with sound business principles or prudent
commercial practices; or (g) the financial position of the company is such as to endanger its
solvency; the Commission may apply to the Court and the Court may, after taking such evidence as it
may consider necessary, by an order- (i) remove from office any director including the chief

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executive or other officer of the company; or 140 (ii) direct that the directors of the company shall
carry out such changes in the management or in the accounting policies of the company as may be
specified in the order; or (iii)notwithstanding anything contained in this Act or any other law for the
time being in force, direct the company to call a meeting of its members to consider such matters as
may be specified in the order and to take appropriate remedial actions; or (iv)direct that any existing
contract which is to the detriment of the company or its members or is intended to or does benefit
any officer or director shall be annulled or modified to the extent specified in the order: Provided
that no such order shall be made so as to have effect from any date preceding the date of the order:
Provided further that any director, including a chief executive or other officer who is removed from
office under clause (i), unless the Court specified a lesser period, shall not be a director, chief
executive or officer of any company for a period of five years from the date of his removal. (2) No
order under this section shall be made unless the director or other officer likely to be affected by
such order has been given an opportunity of being heard. (3) The action taken under sub-section (1)
shall be in addition to and not in substitution of any other action or remedy provided in any other
law for the time being in force.

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